In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by exchanging two of its shares for each share of HomeFed held by its minority stockholders.... Read More
In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements. The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns. The partnerships countered that the K-1s were not “necessary and essential” to plaintiffs’ valuation purpose. The Court of... Read More
In HUMC Holdco, LLC et al v. MPT of Hoboken TRS, LLC et al, the Delaware Court of Chancery examined numerous complexities attendant to an alleged violation of a right of first refusal in an LLC Agreement in connection with a motion for judgment on the pleadings. Among other things,... Read More
City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited Company. Although Towers had stronger performance and greater market capitalization, under the... Read More
The SEC previously issued an order that, subject to certain conditions, provided publicly traded companies with an additional 45 days to file certain disclosure reports. The current relief provided public companies with a 45-day extension to file certain disclosure reports that would otherwise have been due on or before July... Read More
The SEC’s Division of Corporation Finance (Division) has issued disclosure guidance in the form of CF Disclosure Guidance: Topic No. 9A addressing COVID-19 disclosure considerations regarding operations, liquidity and capital resources. The Guidance supplements CF Disclosure Guidance Topic 9 which provided the Division’s initial views on disclosure and other securities... Read More
In re Oracle Corp. Derivative Litigation considered whether a fiduciary for an acquired entity can aid and abet breaches of duty by a fiduciary for the buyer. Theoretically yes, almost anything is possible. But what if the breach of duty relates only to the buyer paying the seller too much?... Read More
We are holding a webinar titled “Preparing the Second Quarter Form 10-Q in Light of COVID‑19 and Associated Issues.” The webinar will be held July 7, 2020 from 11.30 to 1.00 Central Daylight Time. We anticipate CLE credit being available for AZ, CO, KS, MN, MO and TX. Currently we... Read More
In 2013, Michael Dell and Silver Lake Group LLC took Dell, Inc. private through a leveraged buyout. The privately held successor of Dell, Inc. was Dell Technologies Inc. (the “Company”), which Mr. Dell and Silver Lake control. In 2016, the Company sought to acquire EMC Corporation, a data-storage firm. One... Read More
In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery discussed privilege waiver in a dispute between a buyer and a seller involving an asset purchase agreement. The dispute centered around which party was financially responsible for defective products that were sold pre-Purchase Agreement, but... Read More